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Miami International Holdings Reports Second Quarter 2026 Results

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Record Q2 Net revenue of $141 million (+35% YoY)Q2 GAAP diluted EPS of $0.40; Adjusted diluted EPS of $0.48Q2 Adjusted EBITDA of $77 million (+57% YoY); Adjusted EBITDA margin of 54% (+>700 bps YoY)Updates full-year 2026 expense guidance

PRINCETON, N.J. and MIAMI, Aug. 5, 2026 /PRNewswire/ — Miami International Holdings, Inc. (MIAX or MIH) (NYSE: MIAX), a technology-driven leader in building and operating regulated financial markets across multiple asset classes, today announced financial results for the second quarter of 2026.

MIAX achieved strong financial performance in Q2 2026 with record net revenue, adjusted EBITDA, and adjusted earnings. Total net revenue grew 35% year-over-year to $141.1 million, adjusted EBITDA increased 57% to $76.8 million, and adjusted EBITDA margin expanded by more than 700 basis points to 54%. Adjusted diluted earnings per share was $0.48. The company’s options business benefited from elevated market volatility during the quarter, which led to a 25% year-over-year increase in average daily volume to 11.0 million contracts.

“We delivered another record quarter, growing net revenue 35% year-over-year and successfully navigating a shifting market backdrop, demonstrating both our ability to execute consistently as well as sustained customer demand,” said Thomas P. Gallagher, Chairman and Chief Executive Officer of MIAX. “Our options business remains strong, our model’s operating leverage drove record margins, and our Bloomberg® index futures suite is now live.”

Mr. Gallagher added: “We remain disciplined in how we allocate capital and execute our strategy, and continue to invest in a product pipeline that we expect will contribute meaningfully to continued, long-term growth.”

Second Quarter 2026 Highlights

All figures are compared to the second quarter of 2025 unless otherwise stated.

Net revenue, defined as revenues less cost of revenues, grew 35%, or $36.5 million, to a record $141.1 million, compared to $104.7 million in the prior-year period. The increase was primarily driven by strong options business performance, including increased industry volumes and higher non-transaction revenue.Total operating expenses were $113.3 million, compared to $77.4 million in the prior-year period. The increase was primarily due to a litigation settlement charge as well as planned investments in headcount and technology to support growth initiatives, and increased marketing spend. These were partially offset by lower regulatory costs, lower share-based compensation, and 2025 acquisition-related costs.Operating income was $27.8 million, compared to $27.3 million in the prior-year period.Realized an income tax benefit of $15.4 million, primarily driven by a discrete tax benefit of $22.4 million related to share-based compensation.GAAP net income was $44.2 million, compared to $23.5 million in the prior-year period.Adjusted earnings increased 41% to $53.3 million, compared to $37.8 million in the prior-year period.Adjusted EBITDA increased 57% to $76.8 million, compared to $49.1 million in the prior-year period, driven primarily by strong growth in net revenues.Adjusted EBITDA margin expanded to 54% from 47% in the prior-year period.

Second Quarter 2026 Business Updates

MIAX options exchanges reached average daily volume of 11.0 million contracts in the second quarter of 2026, a 25.3% year-over-year (YoY) increase.MIAX options exchanges achieved market share of 16.5% in the second quarter of 2026, compared to 16.7% in the prior year period.Successfully launched Tini™ B100 Index Futures, Tini B500 Index Futures and B500 Index Futures during the quarter.

Summary of Selected Unaudited Condensed Consolidated Financial Results

($000, except per share amounts and percentages)

Consolidated Second Quarter Results

2Q26

June 30, 2026

2Q25

June 30, 2025

Change

Total revenues less cost of revenues (“Net revenue”)

$          141,113

$          104,662

35 %

Operating income

$            27,797

$            27,291

2 %

Net income attributable to MIH stockholders

$            44,208

$            23,527

88 %

Diluted EPS

$                0.40

$                0.30

33 %

Adjusted earnings*

$            53,272

$            37,760

41 %

Adjusted diluted EPS*

$                0.48

$                0.48

— %

EBITDA

$            32,350

$            35,077

(8) %

Adjusted EBITDA*

$            76,778

$            49,059

57 %

Adjusted EBITDA margin %*

54 %

47 %

16 %

* Reconciliation of non-GAAP results is included in the tables below. See “Non-GAAP Financial Information” below.

Segment Results

($000)

Net Revenue by Business Segment 

2Q26

June 30, 2026

2Q25

June 30, 2025

Change

Options

$          124,394

$            92,765

34 %

Equities

5,542

4,363

27 %

Futures

5,094

4,990

2 %

International

5,744

2,291

151 %

Corporate/Other

339

253

34 %

Total

$          141,113

$          104,662

35 %

Options

Net revenue grew 34% to $124.4 million, compared to $92.8 million in the prior-year period. Growth was primarily driven by higher net transaction fees tied to increased industry volume, and higher revenue per contract (RPC). Higher non-transaction fees were primarily driven by increased member connections, 2026 fee increases, the expiration of certain MIAX Sapphire related fee waivers, and new market data products.Operating income increased 10% to $64.9 million, compared to $59.2 million in the prior-year period. Growth was primarily due to higher net revenues, partially offset by a $22.5 million litigation settlement charge.Adjusted EBITDA grew 44% to $96.7 million, compared to $67.0 million in the prior-year period.

Equities

Net revenue grew 27% to $5.5 million, compared to $4.4 million in the prior-year period. The increase was primarily due to higher net transaction fees from improved pricing.Operating loss of $2.3 million in the second quarter, compared to an operating loss of $3.1 million in the prior-year period. Growth was primarily due to higher net revenues.Adjusted EBITDA of ($0.5) million, compared to ($0.9) million in the prior-year period.

Futures

Net revenue was $5.1 million, compared to $5.0 million in the prior-year period. Net transaction fees were flat as increases in agricultural future revenues were offset by inverted financial futures revenue.Operating loss was $12.7 million, compared to an operating loss of $12.8 million in the prior-year period.Adjusted EBITDA of ($9.5) million, compared to ($9.0) million in the prior-year period.

International 

Net revenue was $5.7 million, compared to $2.3 million in the prior-year period. The increase was primarily due to revenue generated by The International Stock Exchange Group Limited (TISE), which the company acquired in June 2025.Operating income was $1.1 million, compared to an operating loss of $1.2 million in the prior-year period. The increase was primarily due to the impact of the TISE acquisition.Adjusted EBITDA of $2.0 million, compared to ($0.6) million in the prior-year period.

Capital and Liquidity

As of June 30, 2026, MIAX had cash and cash equivalents of $660.5 million and total debt of $1.5 million.

FY 2026 Guidance

The company is updating full year 2026 expense guidance and now expects:

Adjusted operating expenses, which exclude share-based compensation, depreciation and amortization, and litigation expenses, in a range between $260 million and $270 million, down from previous guidance of between $265 million and $275 million;Share-based compensation expense in a range between $29 million and $32 million, up from previous guidance of between $27 million and $30 million;Capital expenditures, including capitalization of internally developed software, in a range between $40 million and $45 million, unchanged from previous guidance;Depreciation and amortization expense in a range between $35 million and $39 million, up from previous guidance of between $33 million and $38 million;Adjusted effective tax rate post valuation allowance release in a range between 27% and 29%, unchanged from previous guidance.

Webcast and Conference Call

MIAX will host a webcast and conference call to review its second quarter financial results today, August 5, 2026 at 5:00 p.m. ET. Participants can access the call at 866-652-5200 (International dial-in 412-317-6060) or access the webcast on the Investor Relations section of MIAX’s website at ir.miaxglobal.com. A webcast recording and corresponding presentation will be archived under Events & Presentations at the above link following the event.

Non-GAAP Financial Information

Adjusted earnings, a non-GAAP financial measure, is defined as net income attributable to MIH adjusted for share-based compensation, investment gain/loss, litigation costs and settlement, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, unrealized loss on derivative and digital assets, loss on intangible asset, impairment charges, and non-GAAP tax adjustments.

Adjusted EBITDA, a non-GAAP financial measure, is defined as net income attributable to MIH adjusted for interest expense and amortization of debt discount costs, interest income, income tax provision and depreciation and amortization, share-based compensation, investment gain/loss, litigation costs and settlement, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, unrealized loss on derivative and digital assets, loss on intangible asset, and impairment charges.

Adjusted EBITDA margin, a non-GAAP financial measure, is defined as adjusted EBITDA divided by revenues less cost of revenues.

Adjusted diluted EPS, a non-GAAP financial measure, is defined as adjusted earnings divided by diluted weighted average shares outstanding used for adjusted diluted earnings per share (which includes the impact of anti-dilutive securities on a GAAP basis).

Certain components of the guidance given in this presentation with respect to our financial performance for the full year of 2026 are provided on a non-GAAP basis only without providing the most comparable guidance on a GAAP basis or a quantitative reconciliation to guidance provided on a GAAP basis. Information is presented in this manner because the preparation of such guidance on a GAAP basis and such reconciliation could not be accomplished without unreasonable efforts. The company does not have access to certain information that would be necessary to provide such guidance on a GAAP basis or such reconciliation, including non-recurring items that are not indicative of the company’s ongoing operations. The company does not believe that this information is likely to be significant to an assessment of the company’s ongoing operations. 

For a reconciliation of our non-GAAP results to our GAAP results, see the tables below.

About MIAX

Miami International Holdings, Inc. (NYSE: MIAX) is a technology-driven leader in building and operating regulated financial markets across multiple asset classes and geographies. MIAX® operates eight exchanges across options, futures, equities and international markets including MIAX Options®, MIAX Pearl®, MIAX Emerald®, MIAX Sapphire®, MIAX Pearl Equities™, MIAX Futures®, The Bermuda Stock Exchange, and The International Stock Exchange (TISE). MIAX also owns Dorman Trading, a full-service Futures Commission Merchant and Notice Registered Broker-Dealer with the National Futures Association for purposes of facilitating transactions of security futures. To learn more about MIAX please visit www.miaxglobal.com. 

Disclaimer and Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results, or strategies and are generally preceded by words such as “may,” “future,” “plan” or “planned,” “will” or “should,” “expect,” “anticipates,” “eventually” or “projected.” You are cautioned that such statements are based on management’s current expectations and are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements. Additional risks and uncertainties that may cause actual results to differ materially include the risks and uncertainties listed in MIAX’s public filings with the Securities and Exchange Commission. In providing forward-looking statements, the company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.

All third-party trademarks (including logos and icons) referenced by the company remain the property of their respective owners. Unless specifically identified as such, the company’s use of third-party trademarks does not indicate any relationship, sponsorship, or endorsement between the owners of these trademarks and the company. Any references by the company to third-party trademarks is to identify the corresponding third-party goods and/or services and shall be considered nominative fair use under the trademark law.

Contacts:

Investors
John T. Williams
investor.relations@miaxglobal.com

Media
Andy Nybo
media@miaxglobal.com

Miami International Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
Three and Six Months Ended June 30, 2026 and 2025
($000, except share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenues:

Transaction and clearing fees

$   331,884

$   286,139

$   647,294

$   575,443

Access fees

34,941

26,106

68,298

50,189

Market data fees

12,206

10,253

25,161

19,895

Other revenue

8,598

5,286

16,566

9,334

Total revenues

387,629

327,784

757,319

654,861

Cost of revenues:

Liquidity payments

206,633

195,651

430,159

389,697

Brokerage, clearing, and exchange fees

15,360

14,481

31,637

30,935

Section 31 fees

22,976

11,815

22,976

35,225

Other cost of revenues

1,547

1,175

2,841

2,458

Total cost of revenues

246,516

223,122

487,613

458,315

Revenues less cost of revenues

141,113

104,662

269,706

196,546

Operating expenses:

Compensation and benefits

40,966

40,210

85,356

77,981

Information technology and communication costs

10,202

8,851

19,685

16,399

Depreciation and amortization

8,778

6,938

16,866

13,108

Occupancy costs

2,977

3,002

6,220

5,450

Professional fees and outside services

11,448

10,095

22,855

19,352

Marketing and business development

3,176

555

4,160

1,318

Acquisition-related costs

—

2,247

—

2,901

Litigation settlement

30,000

—

30,000

—

General, administrative, and other

5,769

5,473

10,799

10,453

Total operating expenses

113,316

77,371

195,941

146,962

Operating income

27,797

27,291

73,765

49,584

Non-operating (expense) income:

Change in fair value of puttable common stock

—

(1,688)

—

(1,891)

Change in fair value of puttable warrants issued with debt

—

(1,486)

—

(917)

Interest income

5,254

1,418

9,640

2,713

Interest expense and amortization of debt issuance costs

(44)

(4,902)

(89)

(9,332)

Loss on sale of intangible asset

—

(2,054)

—

(2,054)

Unrealized loss on derivative and digital assets

(337)

(4,605)

(2,878)

(47,018)

Gain on sale of business

23

—

50,570

—

Other, net

(3,911)

10,681

(2,179)

12,360

Income before income tax provision

28,782

24,655

128,829

3,445

Income tax benefit (expense)

15,426

(1,128)

85,603

(1,338)

Net income attributable to Miami International Holdings, Inc

$          44,208

$   23,527

$   214,432

$   2,107

Weighted-average shares of common stock outstanding

Basic

95,305,096

64,942,755

93,559,319

64,249,928

Diluted

110,713,513

78,458,195

109,943,953

77,952,959

Net income per share attributable to common stock

Basic

$            0.46

$            0.36

$   2.29

$   0.03

Diluted

$   0.40

$            0.30

$            1.95

$   0.03

Miami International Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
June 30, 2026 and December 31, 2025
($000, except share and per share amounts)

June 30,
2026

December 31,
2025

Assets

Current assets:

Cash and cash equivalents

$     660,462

$     433,648

Cash and securities segregated under federal and other regulations

26,894

27,618

Accounts receivable, net

119,864

98,107

Restricted cash

13,654

6,005

Clearing house performance bonds and guarantee funds

103,279

70,078

Receivables from broker-dealers, futures commission merchants, and clearing
organizations

138,329

133,533

Current portion of derivative assets

3,819

6,017

Other current assets

36,248

39,232

Assets held for sale

—

40,976

Total current assets

1,102,549

855,214

Investments

28,850

19,180

Fixed assets, net

64,149

46,854

Internally developed software, net

36,401

36,333

Goodwill

61,942

62,211

Other intangible assets, net

169,019

170,774

Deferred tax asset, net

74,404

—

Derivative assets, net of current portion

—

5,114

Other assets, net

63,073

63,745

Total assets

$         1,600,387

$     1,259,425

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and other liabilities

$     135,917

$     69,780

Accrued compensation payable

27,115

39,412

Current portion of long-term debt

1,514

1,508

Deferred transaction revenues

9,207

9,572

Clearing house performance bonds and guarantee funds

102,779

69,578

Payables to customers

140,923

144,641

Payables to clearing organizations

5,716

11

Liabilities held for sale

—

2,758

Total current liabilities

423,171

337,260

Deferred income taxes

10,863

22,386

Other non-current liabilities

16,052

18,762

Total liabilities

450,086

378,408

Commitments and contingencies

—

—

Stockholders’ equity:

Common stock – voting and nonvoting, par value $0.001 (600,000,000 authorized
(400,000,000 voting, 200,000,000 nonvoting); 99,213,601 issued and 98,610,560
outstanding common stock at June 30, 2026 and 85,890,086 issued and 85,536,287
outstanding common stock at December 31, 2025

99

86

Common stock in treasury, at cost, 603,041 shares at June 30, 2026 and 353,799
shares at December 31, 2025

(18,296)

(8,232)

Additional paid-in capital

1,588,634

1,522,143

Accumulated deficit

(417,907)

(632,339)

Accumulated other comprehensive loss, net

(2,229)

(641)

Total stockholders’ equity

1,150,301

881,017

Total liabilities and stockholders’ equity

$     1,600,387

$     1,259,425

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

The following table is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA by segment ($000):

Three Months Ended June 30, 2026

Options

Equities

Futures

International

Corporate /
Other

Total

Net income (loss) allocated to common stockholders

$     65,047

$     (2,336)

$   (15,744)

$     879

$    (3,638)

$     44,208

Interest expense and amortization of debt issuance costs

—

—

—

—

44

44

Interest income

(114)

—

(151)

(186)

(4,803)

(5,254)

Income tax (benefit) expense

—

—

—

64

(15,490)

(15,426)

Depreciation and amortization

4,494

1,306

1,800

551

627

8,778

EBITDA

69,427

(1,030)

(14,095)

1,308

(23,260)

32,350

Share-based compensation(1)

2,545

540

1,303

338

2,361

7,087

Investment loss(2)

—

—

3,279

—

731

4,010

Litigation costs and settlement(3)

24,763

—

—

—

8,254

33,017

Unrealized loss on derivative and digital assets(4)

—

—

—

337

—

337

Gain on sale of business(5)

—

—

—

—

(23)

(23)

Adjusted EBITDA

$     96,735

$     (490)

$     (9,513)

$     1,983

$     (11,937)

76,778

(1)

Share-based compensation represents expenses associated with stock options of $2.8 million, restricted stock awards of $2.4 million, restricted stock units of $1.8 million, and warrants of less than $0.1 million that have been granted to employees, directors and service providers. The 2026 expense of $7.1 million is made up of $5.2 million to employees within compensation and benefits, $0.2 million to service providers within professional fees and outside services, and $1.6 million to directors within general, administrative, and other.

(2)

Investment loss of $4.0 million represents an unrealized loss on marketable equity securities.

(3)

Litigation costs and settlement are associated with litigation related to the Nasdaq matter.

(4)

Reflects the aggregate unrealized loss resulting from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 125 million Pyth tokens that remain locked by the Pyth Network as of June 30, 2026.

(5)

Represents an adjustment to the gain on the sale of MIAXdx in January 2026.

Three Months Ended June 30, 2025

Options

Equities

Futures

International

Corporate /
Other

Total

Net income (loss) allocated to common stockholders

$     59,529

$     (3,105)

$     (12,023)

$     (7,928)

$   (12,946)

$    23,527

Interest expense and amortization of debt issuance costs

—

—

35

—

4,867

4,902

Interest income

(336)

—

(196)

(20)

(866)

(1,418)

Income tax expense

—

—

—

77

1,051

1,128

Depreciation and amortization

3,405

1,553

984

446

550

6,938

EBITDA

62,598

(1,552)

(11,200)

(7,425)

(7,344)

35,077

Share-based compensation(1)

3,781

642

2,703

150

2,148

9,424

Investment gain(2)

—

—

(454)

—

(8,650)

(9,104)

Litigation costs(3)

632

—

—

—

211

843

Acquisition-related costs(4)

—

—

—

—

2,247

2,247

Change in fair value of puttable warrants issued with debt(5)

—

—

—

—

1,486

1,486

Change in fair value of puttable common stock(6)

—

—

—

—

1,688

1,688

Loss on intangible asset(7)

—

—

—

2,054

—

2,054

Impairment charges(8)

—

—

—

—

739

739

Unrealized loss on derivative and digital assets(9)

—

—

—

4,605

—

4,605

Adjusted EBITDA

$     67,011

$     (910)

$     (8,951)

$       (616)

$     (7,475)

$     49,059

(1)

Share-based compensation represents expenses associated with stock options of $3.0 million, restricted stock awards of $6.2 million and warrants of $0.3 million that have been granted to employees, directors and service providers. The 2025 expense of $9.4 million is made up of $8.3 million to employees within compensation and benefits, $0.6 million to service providers within professional fees and outside services, and $0.5 million to directors within general, administrative, and other.

(2)

Investment gain of $9.1 million represents an unrealized gain of $8.6 million from the TISE acquisition, and $0.5 million of unrealized gain on available for sale marketable securities.

(3)

Litigation costs are associated with litigation related to the Nasdaq matter.

(4)

Relates to the TISE acquisition.

(5)

The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025.

(6)

The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the company’s ERPs I and II that had an associated put right which required the company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.

(7)

Represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025.

(8)

Impairment charges of $0.7 million related to owned land and building impairments.

(9)

Reflects the unrealized loss resulting from the mark-to-market valuation of the 250 million Pyth tokens that remain locked by the Pyth Network as of June 30, 2025.

Segment Operating Results

The following sets forth our results of operations by segment ($000):

Three Months Ended June 30, 2026

Options

Equities

Futures

International

Corporate /
Other

Total

Revenues:

Transaction and clearing fees

$    276,641

$     34,957

$     20,221

$     65

$     —

$     331,884

Access fees

30,756

3,797

406

39

(57)

34,941

Market data fees

8,996

1,825

1,312

80

(7)

12,206

Other revenue

101

—

2,623

5,560

314

8,598

Total revenues

316,494

40,579

24,562

5,744

250

387,629

Cost of revenues:

Liquidity payments

174,153

28,336

4,144

—

—

206,633

Brokerage, clearing, and exchange fees

1,454

218

13,688

—

—

15,360

Section 31 fees

16,493

6,483

—

—

—

22,976

Other cost of revenues(1)

—

—

1,636

—

(89)

1,547

Total cost of revenues

192,100

35,037

19,468

—

(89)

246,516

Revenues less cost of revenues

124,394

5,542

5,094

5,744

339

141,113

Operating expenses:

Compensation and benefits

18,945

3,915

9,701

2,297

6,108

40,966

Information technology and communication costs

4,597

1,656

3,041

620

288

10,202

Depreciation and amortization

4,494

1,306

1,800

551

627

8,778

Occupancy costs

1,514

199

463

285

516

2,977

Professional fees and outside services

4,860

327

256

308

5,697

11,448

Marketing and business development

622

117

1,636

136

665

3,176

Litigation settlement

22,500

—

—

—

7,500

30,000

General, administrative, and other

1,928

358

887

453

2,143

5,769

Total operating expenses

59,460

7,878

17,784

4,650

23,544

113,316

Operating income / (loss)

64,934

(2,336)

(12,690)

1,094

(23,205)

27,797

Non-operating (expense) income:

Interest income

114

—

151

186

4,803

5,254

Interest expense and amortization of debt
issuance costs

—

—

—

—

(44)

(44)

Unrealized loss on derivative and digital assets

—

—

—

(337)

—

(337)

Gain on sale of business

—

—

—

—

23

23

Other, net

(1)

—

(3,205)

—

(705)

(3,911)

Income (loss) before income tax provision

65,047

(2,336)

(15,744)

943

(19,128)

28,782

Income tax benefit (expense)

—

—

—

(64)

15,490

15,426

Net income (loss) attributable to Miami International
     Holdings, Inc

$     65,047

$     (2,336)

$     (15,744)

$     879

$     (3,638)

$     44,208

(1)

Futures segment includes $0.4 million related to access fees, $0.4 million related to market data fees, and $0.8 million related to other revenue. Corporate / Other segment includes $(0.1) million related to other revenue.

Three Months Ended June 30, 2025

Options

Equities

Futures

International

Corporate /
Other

Total

Revenues:

Transaction and clearing fees

$    232,412

$     34,339

$     19,311

$     77

$     —

$     286,139

Access fees

22,208

3,674

239

42

(57)

26,106

Market data fees

6,878

2,351

951

80

(7)

10,253

Other revenue

261

—

2,616

2,092

317

5,286

Total revenues

261,759

40,364

23,117

2,291

253

327,784

Cost of revenues:

Liquidity payments

161,039

30,855

3,757

—

—

195,651

Brokerage, clearing, and exchange fees

1,000

286

13,195

—

—

14,481

Section 31 fees

6,955

4,860

—

—

—

11,815

Other cost of revenues(1)

—

—

1,175

—

—

1,175

Total cost of revenues

168,994

36,001

18,127

—

—

223,122

Revenues less cost of revenues

92,765

4,363

4,990

2,291

253

104,662

Operating expenses:

Compensation and benefits

18,409

3,213

11,834

1,495

5,259

40,210

Information technology and communication costs

3,799

1,737

2,513

555

247

8,851

Depreciation and amortization

3,405

1,553

984

446

550

6,938

Occupancy costs

1,444

167

577

271

543

3,002

Professional fees and outside services

4,185

490

719

390

4,311

10,095

Marketing and business development

109

27

224

72

123

555

Acquisition-related costs

—

—

—

—

2,247

2,247

General, administrative, and other

2,221

281

952

212

1,807

5,473

Total operating expenses

33,572

7,468

17,803

3,441

15,087

77,371

Operating income / (loss)

59,193

(3,105)

(12,813)

(1,150)

(14,834)

27,291

Non-operating (expense) income:

Change in fair value of puttable warrants issued
with debt

—

—

—

—

(1,486)

(1,486)

Change in fair value of puttable common stock

—

—

—

—

(1,688)

(1,688)

Interest income

336

—

196

20

866

1,418

Interest expense and amortization of debt
issuance costs

—

—

(35)

—

(4,867)

(4,902)

Loss on intangible asset

—

—

—

(2,054)

—

(2,054)

Unrealized loss on derivative and digital assets

—

—

—

(4,605)

—

(4,605)

Other, net

—

—

629

(62)

10,114

10,681

Income (loss) before income tax provision

59,529

(3,105)

(12,023)

(7,851)

(11,895)

24,655

Income tax expense

—

—

—

(77)

(1,051)

(1,128)

Net income (loss) attributable to Miami International
     Holdings, Inc

$     59,529

$     (3,105)

$     (12,023)

$     (7,928)

$     (12,946)

$     23,527

(1)

Includes $0.4 million related to access fees, $0.2 million related to market data fees, and $0.6 million related to other revenue.

The following summarizes revenues less cost of revenues, operating expenses, operating income (loss), adjusted EBITDA and adjusted EBITDA margin for our business segments ($000, except percentages):

Options

Equities

Three Months Ended

Three Months Ended

June 30,

Percent

June 30,

Percent

2026

2025

Change

2026

2025

Change

Revenues less cost of revenues

$    124,394

$       92,765

34.1 %

$         5,542

$         4,363

27.0 %

Operating expenses

59,460

33,572

77.1 %

7,878

7,468

5.5 %

Operating income (loss)

$      64,934

$       59,193

9.7 %

$        (2,336)

$        (3,105)

*

Adjusted EBITDA(1)

$      96,735

$       67,011

44.4 %

$           (490)

$           (910)

*

Adjusted EBITDA margin(2)

77.8 %

72.2 %

*

*

Futures

International

Three Months Ended

Three Months Ended

June 30,

Percent

June 30,

Percent

2026

2025

Change

2026

2025

Change

Revenues less cost of revenues

$        5,094

$         4,990

2.1 %

$         5,744

$         2,291

150.7 %

Operating expenses

17,784

17,803

(0.1) %

4,650

3,441

35.1 %

Operating income (loss)

$     (12,690)

$      (12,813)

*

$         1,094

$        (1,150)

*

Adjusted EBITDA(1)

$       (9,513)

$        (8,951)

*

$         1,983

$           (616)

*

Adjusted EBITDA margin(2)

*

*

34.5 %

*

*  Not meaningful

(1)

See Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA above.

(2)

Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues.

Reconciliations of GAAP Net Income to Adjusted Earnings

The following table is a reconciliation of net income allocated to common stockholders to adjusted earnings ($000):

Three Months Ended

Six Months Ended

June 30,

June 30,

2026

2025

2026

2025

Net income allocated to common stockholders

$         44,208

$         23,527

$  214,432

$  2,107

Share-based compensation(1)

7,087

9,424

15,963

18,909

Investment (gain) loss(2)

4,010

(9,104)

2,640

(10,559)

Litigation costs and settlement(3)

33,017

843

35,785

1,876

Impairment charges(4)

—

739

—

739

Acquisition-related costs(5)

—

2,247

—

2,901

Change in fair value of puttable warrants issued with debt(6)

—

1,486

—

917

Change in fair value of puttable common stock(7)

—

1,688

—

1,891

Loss on intangible asset(8)

—

2,054

—

2,054

Unrealized loss on derivative and digital assets(9)

337

4,605

2,878

47,018

Gain on sale of business(10)

(23)

—

(50,570)

—

Total non-GAAP pre-tax adjustments

44,428

13,982

6,696

65,746

Income tax (expense) benefit related to items above(11)

(11,143)

251

1,395

(67)

One-off discrete tax adjustments(12):

Release of valuation allowance as of January 1, 2026

—

—

(109,161)

—

Deferred tax re-measurements

(327)

—

15,806

—

Other(13)

(23,894)

—

(30,554)

—

Total non-GAAP tax adjustments

(35,364)

251

(122,514)

(67)

Adjusted earnings

$         53,272

$  37,760

$  98,614

$  67,786

(1)

Share-based compensation represents expenses associated with stock options, restricted stock awards, restricted stock units, and warrants that have been granted to employees, directors and service providers.

(2)

2026 represents the unrealized loss on marketable equity securities. 2025 investment gain of $10.6 million represents unrealized gain of $8.6 million from the TISE acquisition, and $1.9 million of unrealized gain on available for sale marketable securities

(3)

Litigation costs and settlement are associated with litigation related to the Nasdaq matter.

(4)

Impairment charges of $0.7 million related to owned land and building impairments.

(5)

Relates to the TISE acquisition.

(6)

The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025.

(7)

The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the company’s ERPs I and II that had an associated put right which required the company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.

(8)

Represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025.

(9)

Reflects the aggregate unrealized loss resulting from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to Pyth tokens that remain locked by the Pyth Network as of each balance sheet date.

(10)

Represents the gain on the sale of MIAXdx in January 2026.

(11)

The income tax effect of the adjustments takes into account the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s).

(12)

Removes from Adjusted earnings any one-off discrete tax adjustments that are unrelated to our core operating performance.

(13)

Primarily relates to the removal of the permanent tax benefit for the excess tax deduction on share based compensation compared to the book expense.

Earnings Per Share

The following table sets forth the computation of diluted net income and adjusted diluted earnings per share ($000, except share and per share data):

Three Months Ended

June 30,

2026

2025

Net income attributable to MIH

$           44,208

$          23,527

Add: convertible debt interest expense, net of tax

—

118

Adjusted net income attributable to MIH

$           44,208

$          23,645

Diluted weighted-average common shares outstanding

110,713,513

78,458,195

Diluted net income per share

$               0.40

$              0.30

Adjusted earnings

$           53,272

$          37,760

Diluted weighted average shares outstanding used for
adjusted diluted earnings per share

110,713,513

78,458,195

Adjusted diluted earnings per share

$               0.48

$              0.48

Key Business Metrics
Three and Six Months Ended June 30, 2026 and 2025

Three Months Ended
June 30,

Increase/
(Decrease)

Percent
Change

Six Months Ended
June 30,

Increase/
(Decrease)

Percent
Change

2026

2025

2026

2025

Options:

Number of trading days

62

62

—

— %

123

122

1

0.8 %

Total contracts:

Market contracts – Equity and ETF (in thousands)

4,123,929

3,252,039

871,890

26.8 %

7,945,384

6,468,272

1,477,112

22.8 %

MIH contracts – Equity and ETF (in thousands)

681,330

543,556

137,774

25.3 %

1,344,069

1,058,459

285,610

27.0 %

Average daily volume (“ADV”) (defined below)(1)

Market ADV – Equity and ETF (in thousands)(1)

66,515

52,452

14,063

26.8 %

64,597

53,019

11,578

21.8 %

MIH ADV – Equity and ETF (in thousands)(1)

10,989

8,767

2,222

25.3 %

10,927

8,676

2,251

25.9 %

MIH market share

16.5 %

16.7 %

(0.2) pts

(1.2) %

16.9 %

16.4 %

0.5 pts

3.0 %

Total Options revenue per contract (“RPC”)(2)

$0.124

$0.117

$0.007

6.0 %

$0.117

$0.112

$0.005

4.5 %

U.S. Equities:

Number of trading days

62

62

—

— %

123

122

1

0.8 %

Total shares:

Market shares (in millions)

1,253,109

1,139,907

113,202

9.9 %

2,472,166

2,081,595

390,571

18.8 %

MIH shares (in millions)

11,522

12,093

(571)

(4.7) %

22,308

22,651

(343)

(1.5) %

ADV(1):

Market ADV (in millions)(1)

20,211

18,386

1,825

9.9 %

20,099

17,062

3,037

17.8 %

MIH ADV (in millions)(1)

186

195

(9)

(4.6) %

181

186

(5)

(2.7) %

MIH market share

0.9 %

1.1 %

(0.2) pts

(18.2) %

0.9 %

1.1 %

(0.2) pts

(18.2) %

Equities capture (per 100 shares) (defined below)(3)

$(0.001)

$(0.014)

$0.013

*

$0.002

$(0.017)

$0.019

*

Futures:

Agricultural:

Number of trading days

62

62

—

— %

123

123

—

— %

Agricultural products total contracts

803,350

1,124,791

(321,441)

(28.6) %

1,463,136

2,222,907

(759,771)

(34.2) %

Agricultural products ADV(1)

12,957

18,142

(5,185)

(28.6) %

11,895

18,072

(6,177)

(34.2) %

Agricultural products RPC(2)

$2.262

$1.983

$0.279

14.1 %

$2.136

$2.202

$(0.066)

(3.0) %

Financial:

Number of trading days from launch(4)

30

na

na

na

30

na

na

na

Financial products total contracts

238,483

na

 na

na

238,483

na

 na

na

Financial products ADV(4)

7,949

na

 na

na

7,949

na

 na

na

Financial; products RPC(2)

$(1.766)

 na

 na

na

$(1.766)

 na

 na

na

International:

Total listed securities (period end)

6,109

5,757

352

6.1 %

6,109

5,757

352

6.1 %

*  Percentage calculation is not meaningful.

(1)

ADV is calculated as total contracts or shares for the period divided by total trading days for the period.

(2)

RPC represents transaction and clearing fees less liquidity payments, brokerage, clearing and exchange fees and Section 31 fees (Net Transaction Fees), divided by total contracts traded during the period.

(3)

Equities capture per one hundred shares refers to net transaction fees, divided by one-hundredth of total shares.

(4)

Financial futures launched on May 17 (trade date May 18). Accordingly, ADV is calculated as total contracts for the period divided by total trading days for the period beginning on May 18.

 

View original content to download multimedia:https://www.prnewswire.com/news-releases/miami-international-holdings-reports-second-quarter-2026-results-302844158.html

SOURCE MIAX

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Reality Television Icon Audrina Patridge Launches New Podcast “Say More”

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Reality television icon Audrina Patridge launches ‘Say More’ November 12, a weekly audio and video podcast produced by Network One Digital, with advertising sales led by Amplitude Media Partners.

LOS ANGELES, Nov. 11, 2026 /PRNewswire-PRWeb/ — Reality television icon and author Audrina Patridge is returning to podcasting with Say More with Audrina Patridge, a new weekly series that brings celebrity friends, experts and other compelling guests together for honest conversations that go beyond the surface. The show premieres November 12 in both audio and video formats, with its official trailer available now. The launch also marks the beginning of two key partnerships—with Network One Digital (NOD) and Amplitude Media Partners (AMP)—designed to support the show’s growth and long-term success.

“I’ve spent so much of my life in front of the camera, but I feel like there’s still so much to learn, so many stories to share, and so many conversations worth having. That’s really what inspired Say More.” – Audrina Patridge

From dating, desire and relationships to motherhood, mental health and starting over, Say More will explore the subjects people discuss in their group chats, over brunch and with the friends who know them best. Guided by Patridge’s natural curiosity, sense of humor and life experience, each episode will use personal stories and unexpected questions to examine what people are really thinking, feeling and experiencing.

The podcast marks Patridge’s return to the medium after previously co-hosting Was It Real? The Hills Rewatch, which revisited the landmark MTV reality series that first introduced her to audiences. While her previous show looked back at The Hills, Say More gives Patridge an opportunity to explore the questions, relationships and life transitions shaping who she—and her audience—is today.

“I’ve spent so much of my life in front of the camera, but I feel like there’s still so much to learn, so many stories to share, and so many conversations worth having,” said Audrina Patridge. “That’s really what inspired Say More. I wanted to create a space where we can be ourselves, have real, honest conversations, laugh, learn from each other, and talk about everything from relationships and motherhood to personal growth and all the ups and downs of life. I’m in a different chapter of my life now, and I’m excited to explore new things, ask questions, and hopefully inspire others along the way. Shane and Travis at Network One Digital really understood what I wanted to create from the beginning, and they’ve been amazing partners in bringing this vision to life. I’m so excited for everyone to be a part of it!”

Patridge rose to prominence as one of the original stars of MTV’s The Hills, the influential reality series that chronicled the personal and professional lives of a group of young adults in Los Angeles. She later returned for The Hills: New Beginnings, competed on Dancing with the Stars, hosted NBC’s travel and lifestyle series 1st Look and starred in her own VH1 reality series, Audrina. Her additional credits include film roles in Sorority Row and Into the Blue 2: The Reef.

In 2022, Patridge released her memoir, Choices: To the Hills and Back Again, sharing her perspective on navigating fame, relationships, motherhood and life in the public eye. Those experiences will help inform the thoughtful, personal and occasionally provocative conversations at the heart of Say More.

Alongside conversations with celebrity guests and subject-matter experts, Patridge will connect each topic to the everyday realities of love, family, friendship, confidence and change. Episodes may move from relationship red flags and personal reinvention to listener questions and stories guests have never previously shared publicly. The show will also leave room for astrology, spirituality and subjects that may not have simple explanations—but remain irresistible to discuss.

Network One Digital (NOD) will oversee production of the series, creating a polished audio and video experience while helping Patridge translate her distinctive voice and perspective into a multiplatform show.

“Audrina Patridge has built an enduring connection with audiences who have followed her journey for nearly two decades,” said Shane Carmichael, CEO and Co-Founder of Network One Digital. “What makes this partnership particularly exciting is the opportunity to introduce audiences to a new dimension of her personality while building a platform that reflects who she is today. Audrina brings an authenticity, relatability, and cultural relevance that are increasingly valuable in today’s media landscape.”

Travis Holden, Co-Founder of Network One Digital, added “Audrina brings a rare combination of experience, instinct, and an effortless on-screen presence that makes her a natural fit for this format. What excites us most is her willingness to take creative risks, embrace new ideas, and push beyond what audiences might expect. She’s been an incredible collaborator throughout the development process, and we’re excited to see this next chapter take shape.”

Amplitude Media Partners (AMP) has been retained to lead advertising sales for Say More, developing brand partnerships across the podcast’s audio and video distribution.

“Audrina has built an enduring relationship with an audience that has followed her through several different stages of life,” said Marques Pfaff, Managing Partner at Amplitude Media Partners. “Say More creates an opportunity for that audience to reconnect with her in a format that’s honest and highly personal, while also introducing a different side of Audrina to new viewers and listeners. AMP is beyond excited to support the launch and connect the show with advertisers that recognize the value of that authentic relationship.”

Full video episodes of Say More with Audrina Patridge will be available on YouTube and Spotify Video. Audio episodes will be distributed through Apple Podcasts, Spotify and all other major podcast platforms.

The official trailer is available now, with the first full episode premiering November 12. New episodes will be released weekly.

ABOUT SAY MORE WITH AUDRINA PATRIDGE

Say More with Audrina Patridge is a weekly podcast for curious minds hosted by television personality and author Audrina Patridge. Through candid conversations with celebrity friends, experts and fascinating guests, Patridge explores dating, relationships, motherhood, mental health, beauty, fashion, confidence, reinvention and life after reality television. Honest, warm, funny and occasionally provocative, Say More goes beyond the surface to uncover the stories and experiences behind the subjects everyone is already discussing.

ABOUT AUDRINA PATRIDGE

Audrina Patridge is a television personality, author and podcast host who rose to prominence as one of the original stars of MTV’s The Hills. She later appeared in The Hills: New Beginnings, competed on Dancing with the Stars, hosted NBC’s 1st Look and starred in the VH1 reality series Audrina. Patridge is also the author of the memoir Choices: To the Hills and Back Again and previously co-hosted Was It Real? The Hills Rewatch.

ABOUT NETWORK ONE DIGITAL

Network One Digital is a podcast production agency specializing in high-quality audio and video storytelling. Through creative development, production and strategic support, NOD works with creators, brands and organizations to build polished, engaging content designed to reach audiences across platforms.

ABOUT AMPLITUDE MEDIA PARTNERS

Amplitude Media Partners (AMP) provides revenue-generating solutions for independent creators through direct sales, programmatic access and operational support. AMP works with podcasters, video creators and networks to develop advertising partnerships, optimize revenue opportunities and support the continued growth of their content.

MEDIA CONTACT:

Marques Pfaff

marques@amplitudemediapartners.com

(608) 385-9108

Media Contact

Marques Pfaff, Amplitude Media Partners (AMP), 1 6083859108, marques@amplitudemediapartners.com, amplitudemediapartners.com 

Shane Carmichael, Network One Digital, shane@networkonedigital.com

View original content to download multimedia:https://www.prweb.com/releases/reality-television-icon-audrina-patridge-launches-new-podcast-say-more-302936182.html

SOURCE Amplitude Media Partners (AMP)

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Nauticus Robotics, Inc. Announces Date for 2026 Third Quarter Earnings Conference Call

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HOUSTON, Nov. 11, 2026 /PRNewswire/ — Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus” or “Company”), a leading innovator in autonomous subsea robotics and software solutions, today announced the Company’s schedule for conducting its financial and operating results call for the quarter ended September 30, 2026. 

The Company plans to host an earnings conference call on November 17, 2026 at 9:00 am Central Time.

To participate in the earnings conference call, participants should dial toll free at +1-833-461-5787, conference ID: 602 625 794, or access the listen-only webcast at the following link: https://events.q4inc.com/attendee/602625794. A link to the webcast will also be available on the Company’s investor relations website.

About Nauticus Robotics, Inc.

Nauticus Robotics, Inc. develops autonomous robots for the ocean industries. Autonomy requires the extensive use of sensors, artificial intelligence, and effective algorithms for perception and decision allowing the robot to adapt to changing environments. The company’s business model includes using robotic systems for service, selling vehicles and components, and licensing of related software to both the commercial and defense business sectors. Nauticus has designed and is currently testing and certifying a new generation of vehicles to reduce operational cost and gather data to maintain and operate a wide variety of subsea infrastructure. Besides a standalone service offering and forward-facing products, Nauticus’ approach to ocean robotics has also resulted in the development of a range of technology products for retrofit/upgrading traditional ROV operations and other third-party vehicle platforms. Nauticus’ services provide customers with the necessary data collection, analytics, and subsea manipulation capabilities to support and maintain assets while reducing their operational footprint, operating cost, and greenhouse gas emissions, to improve offshore health, safety, and environmental exposure. www.nauticusrobotics.com 

Cautionary Language Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Act”), and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act as well as protections afforded by other federal securities laws. Such forward-looking statements include but are not limited to: the expected timing of product commercialization or new product releases; customer interest in Nauticus’ products; estimated operating results and use of cash; and Nauticus’ use of and needs for capital. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends,” or “continue” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Nauticus’ management’s current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Nauticus is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Nauticus has filed or will file from time to time with the Securities and Exchange Commission (the “SEC”) for a more complete discussion of the risks and uncertainties facing the Company and that could cause actual outcomes to be materially different from those indicated in the forward-looking statements made by the Company, in particular the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in documents filed from time to time with the SEC, including Nauticus’ most recent Annual Report on Form 10-K filed with the SEC and Quarterly Reports on Form 10-Q filed with the SEC from time to time. Should one or more of these risks, uncertainties, or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. The documents filed by Nauticus with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.

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SOURCE Nauticus Robotics, Inc.

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CAE reports second quarter fiscal 2027 results

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Revenue of $1,204.7 million vs. $1,236.6 million in prior year, down 2.6% year-over-yearEPS of $0.18 vs. $0.23 in prior year and adjusted EPS(1) of $0.33 vs. $0.28 in prior year Fiscal 2027 outlook raised for adjusted EPS(1) to a range of $1.28 to $1.35 and adjusted segment operating income margin(1) to a range of 14.9% to 15.4% Free cash flow(1) of $179.9 million and net debt-to-adjusted EBITDA(1) of 2.16xRepurchased 3.0 million common shares for $106.1 million year-to-date through the end of the second quarter  Transformation on track, including the expected sale of Flightscape for US$500 million

MONTREAL, Nov. 11, 2026 /PRNewswire/ — (Nasdaq: CAE) (TSX: CAE) – CAE Inc. (CAE or the Company) today reported its financial results for the fiscal second quarter ended September 30, 2026. For more information, please refer to the annex for the second quarter fiscal 2027 available at cae.com/investors.

“We delivered another solid quarter in Q2, with improved adjusted profitability, strong free cash flow and continued progress on our transformation priorities,” said Matthew Bromberg, CAE’s President and CEO. “Given our performance year-to-date and increased confidence in our ability to execute our second-half plan, we are raising our full-year fiscal 2027 outlook for adjusted EPS and adjusted segment operating income margin. We remain focused on advancing our transformation and building a higher-growth, higher-return CAE.

In Q2, Civil results were in line with our expectations, with strong business aviation performance and higher year‑over‑year utilization across both commercial and business aviation training offset by a lower contribution from Civil products. Defense delivered another strong quarter, with double-digit year-over-year growth in adjusted segment operating income and continued underlying margin expansion.

We also made progress across each of our three transformation priorities: portfolio, capital discipline, and operational performance. In October, we announced an agreement to sell Flightscape to SITA for US$500 million. We expect the transaction to close in the first half of calendar year 2027 and intend to deploy the proceeds in accordance with our disciplined capital allocation priorities, including funding our transformation, supporting growth in our core businesses, and returning capital to shareholders. In Q2, we accelerated our share repurchase activity, bringing year-to-date repurchases through the second quarter to approximately 3.0 million shares for $106.1 million.

Overall, our second quarter performance included strong execution, Defense margin expansion, higher free cash flow, increased share repurchases and meaningful progress on our transformation. We are building a more disciplined CAE, with stronger margins and cash generation supporting long-term value creation. We look forward to providing further details on our strategy, transformation and growth opportunities at CAE’s Analyst and Investor Day on February 25, 2027.”

(1) This press release includes non-IFRS financial measures, non-IFRS ratios, capital management measures and supplementary financial measures. These measures are not standardized financial measures prescribed under IFRS and therefore should not be confused with, or used as an alternative for, performance measures calculated according to IFRS. Furthermore, these measures should not be compared with similarly titled measures provided or used by other issuers. Refer to the “Non-IFRS and other financial measures” section of this press release for the definitions and a reconciliation of these measures to the most directly comparable measure under IFRS.

Fiscal 2027 outlook

The Company is increasing its fiscal 2027 outlook for adjusted EPS and adjusted segment operating income margin.

Fiscal 2027 consolidated financial outlook

Metric

Current outlook

Previous outlook

Revenue

Low-single digit percentage growth

Low-single digit percentage growth

Adjusted segment operating income margin(1)

14.9% to 15.4%

14.6% to 15.1%

Adjusted EPS(1)

$1.28 to $1.35

$1.21 to $1.28

Cash conversion rate(1)

85% to 95%

85% to 95%

In fiscal 2027, management continues to expect consolidated revenue to increase by a low-single digit percentage, with Civil revenue expected to be flat to slightly down and Defense expected to grow at a mid-single digit rate.

Management now expects fiscal 2027 adjusted segment operating income margin of 14.9% to 15.4%, up from 14.6% to 15.1% previously, reflecting higher expected margins in both Civil and Defense and increased confidence in the Company’s ability to execute its second-half plan. Adjusted EPS is now expected to be $1.28 to $1.35, up from $1.21 to $1.28 previously, reflecting the stronger operating outlook as well as lower expected finance expense and a lower effective tax rate.

In Defense, for the full year, CAE continues to expect higher year-over-year profitability, supported by bid discipline, structural cost reduction and strong program management. In Civil, for the full year, profitability is still expected to remain below prior-year levels, reflecting lower revenue, the near-term impact of network optimization actions and elevated investment levels intended to support stronger long-term performance.

The total cost of the transformation plan is anticipated to be approximately $200 million to $250 million, with approximately $100 million arising from non-cash charges. Of the total cost, $42.6 million was incurred in the second quarter of fiscal 2027, bringing the total costs incurred to date to $175.3 million. The majority of the remaining costs are expected to be incurred in fiscal 2027. We remain on track for our transformation targets, including $125 million to $150 million of annual transformation run-rate savings.

Ongoing geopolitical uncertainty in the Middle East continues to put pressure on the global aviation industry. The Company has undertaken mitigation actions, including redeploying certain training activities within its global network. To date, these actions have been effective at mitigating the direct operational impacts from the conflict. Our outlook assumes that these mitigation actions remain effective for the balance of fiscal 2027. However, an intensification of the conflict or a further deterioration in regional conditions, including sustained increases in fuel prices or disruptions to airline activity, customer operations, or supply chains, could result in additional pressure on performance.

This outlook is provided as at November 11, 2026, to assist analysts, investors and shareholders in forming their respective views on CAE’s expected performance for the fiscal year ending March 31, 2027. This outlook constitutes forward-looking information and is based on multiple estimates and assumptions, including those set out in the “Forward-Looking Statements” section below, and are subject to the risks and uncertainties summarized therein. As such, the reader is cautioned that using this information for other purposes may be inappropriate and these measures are subject to change as conditions evolve and actual results may differ, and such differences may be material. The Company cautions that the assumptions used to prepare the outlook could prove to be incorrect or inaccurate.

Consolidated results for Q2 fiscal 2027
Second quarter fiscal 2027 revenue was $1,204.7 million, compared to $1,236.6 million in the second quarter last year. Second quarter EPS was $0.18 compared to $0.23 last year. Adjusted EPS in the second quarter was $0.33, compared to $0.28 last year.

Operating income this quarter was $114.4 million (9.5% of revenue(1)). This compares to $155.3 million (12.6% of revenue) last year. This period’s operating income included restructuring costs of $42.6 million. Second quarter adjusted segment operating income was $179.3 million (14.9% of revenue(1)) compared to $176.7 million (14.3% of revenue) last year. All financial information is in Canadian dollars unless otherwise indicated.

Summary of consolidated results

(amounts in millions, except per share amounts)

Q2-2027

Q2-2026

Variance %

Revenue

$

1,204.7

$

1,236.6

(2.6 %)

Operating income

$

114.4

$

155.3

(26.3 %)

Adjusted segment operating income(1)

$

179.3

$

176.7

1.5 %

As a % of revenue(1)

%

14.9

%

14.3

Net income attributable to equity holders of the Company

$

58.6

$

73.9

(20.7 %)

Earnings per share (EPS)

$

0.18

$

0.23

(21.7 %)

Adjusted EPS(1)

$

0.33

$

0.28

17.9 %

Adjusted order intake(1)

$

1,166.6

$

1,148.6

1.6 %

Adjusted backlog(1)

$

19,576.7

$

19,637.1

(0.3 %)

(1) This press release includes non-IFRS financial measures, non-IFRS ratios, capital management measures and supplementary financial measures. These measures are not standardized financial measures prescribed under IFRS and therefore should not be confused with, or used as an alternative for, performance measures calculated according to IFRS. Furthermore, these measures should not be compared with similarly titled measures provided or used by other issuers. Refer to the “Non-IFRS and other financial measures” section of this press release for the definitions and a reconciliation of these measures to the most directly comparable measure under IFRS.

Civil Aviation (Civil)
Second quarter Civil revenue was $652.3 million compared to $670.0 million in the second quarter last year. Operating income was $61.3 million (9.4% of revenue) compared to $108.7 million (16.2% of revenue) in the same quarter last year. Adjusted segment operating income was $103.9 million (15.9% of revenue) compared to $124.1 million (18.5% of revenue) in the second quarter last year. The decrease in adjusted segment operating income was mainly due to a lower contribution from simulator sales, primarily due to a lower contribution from contracts accounted for based on progress toward completion, and lower contribution from the sale of simulator capacity structured as finance lease arrangements. The decrease was also due to higher selling, general and administrative expenses. The decrease was partially offset by a higher contribution from business training services, driven by higher utilization. During the quarter, Civil delivered 11 full-flight simulators (FFSs) and second quarter Civil training centre utilization was 65.0%.

During the quarter, Civil signed training solutions contracts valued at $580.6 million for a range of long-term commercial and business aviation training agreements, including 7 FFS sales.

The Civil book-to-sales ratio(1) was 0.89 times for the quarter and 1.07 times for the last 12 months. The Civil adjusted backlog at the end of the quarter was $8.3 billion.

Summary of Civil Aviation results

(amounts in millions)

Q2-2027

Q2-2026

Variance %

Revenue

$

652.3

$

670.0

(2.6 %)

Operating income

$

61.3

$

108.7

(43.6 %)

Adjusted segment operating income

$

103.9

$

124.1

(16.3 %)

As a % of revenue

%

15.9

%

18.5

Adjusted order intake

$

580.6

$

592.8

(2.1 %)

Adjusted backlog

$

8,292.0

$

8,477.1

(2.2 %)

Supplementary non-financial information

Simulator equivalent unit

318

321

(0.9 %)

FFSs in CAE’s network

373

375

(0.5 %)

FFS deliveries

11

12

(8.3 %)

Utilization rate

%

65.0

%

61.9

5.0 %

Defense and Security (Defense)
Second quarter Defense revenue was $552.4 million compared to $566.6 million in the second quarter last year. Operating income was $53.1 million (9.6% of revenue) compared to $46.6 million (8.2% of revenue) in the same quarter last year. Adjusted segment operating income was $75.4 million (13.6% of revenue), compared to $52.6 million (9.3% of revenue) in the second quarter last year. The increase in adjusted segment operating income was mainly due to higher profitability from products recognized upon delivery and increased profitability on our contracts in North America. The increase was also due to the recognition of $11 million in investment tax credits identified and claimed in the current period in respect of prior years.

Defense booked orders for $586.0 million this quarter for a book-to-sales ratio of 1.06 times. The ratio for the last 12 months was 1.03 times. The Defense adjusted backlog, including unfunded contract awards and CAE’s interest in joint ventures, at the end of the quarter was $11.3 billion.

Summary of Defense and Security results

(amounts in millions)

Q2-2027

Q2-2026

Variance %

Revenue

$

552.4

$

566.6

(2.5 %)

Operating income

$

53.1

$

46.6

13.9 %

Adjusted segment operating income

$

75.4

$

52.6

43.3 %

As a % of revenue

%

13.6

%

9.3

Adjusted order intake

$

586.0

$

555.8

5.4 %

Adjusted backlog

$

11,284.7

$

11,160.0

1.1 %

Additional financial highlights

Summary of additional financial highlights

(amounts in millions)

Q2-2027

Q2-2026

Variance %

Net cash provided by operating activities

$

215.5

$

214.0

0.7 %

Free cash flow(1)

$

179.9

$

109.8

63.8 %

Capital expenditures

$

48.9

$

107.6

(55.8 %)

Adjusted return on invested capital (ROIC)(1)

%

7.7

%

7.6

Net debt-to-adjusted EBITDA(1)

2.16

2.66

Finance expense – net this quarter was $44.6 million, down from $56.9 million in the second quarter last year. The year-over-year decrease was mainly due to lower finance expense on long-term debt reflecting a lower level of borrowings during the period.

Income tax expense this quarter amounted to $9.1 million, representing an effective tax rate of 13.0%, compared to 22.7% for the second quarter last year. The adjusted effective tax rate(1), which is the income tax rate used to determine adjusted net income(1) and adjusted EPS, was 18.7% this quarter compared to 22.9% in the second quarter of last year. The decrease in the adjusted effective tax rate was mainly attributable to the change in the mix of income from various jurisdictions.

Net cash provided by operating activities was $215.5 million for the quarter, compared to $214.0 million in the second quarter last year. Free cash flow(1) was $179.9 million for the quarter compared to $109.8 million in the second quarter last year. The increase was mainly due to lower capital expenditures.

Capital expenditures(1) totaled $48.9 million this quarter compared to $107.6 million in the second quarter of fiscal 2026.

Net debt(1) at the end of the quarter was $2,534.6 million for a net debt-to-adjusted EBITDA(1) of 2.16 times. This compares to net debt of $2,646.2 million and a net debt-to-adjusted EBITDA of 2.27 times at the end of the preceding quarter.

Adjusted return on invested capital(1) was 7.7% this quarter compared to 7.5% last quarter and 7.6% in the second quarter last year.

During the quarter, CAE repurchased and cancelled a total of 1,908,861 common shares under its normal course issuer bid (NCIB), at a weighted average price of $35.12 per common share for a total consideration of $67.1 million.

(1) This section of this press release includes non-IFRS financial measures, non-IFRS ratios, capital management measures, and supplementary financial measures. These measures are not standardized financial measures prescribed under IFRS and therefore should not be confused with, or used as an alternative for, performance measures calculated according to IFRS. Furthermore, these measures should not be compared with similarly titled measures provided or used by other issuers. Refer to the “Non-IFRS and other financial measures” section of this press release for the definitions and a reconciliation of these measures to the most directly comparable measure under IFRS.

Potential transition to U.S. GAAP
As part of our ongoing transformation and in an effort to align the Company’s financial reporting with aerospace and defense peers, CAE is exploring a potential transition from IFRS to United States generally accepted accounting principles (“U.S. GAAP”). If adopted, the change would be applied for the fourth quarter and fiscal year ending March 31, 2027, on a full retrospective basis. We have established a project team and a project plan, and we are currently evaluating the potential impact that a transition to U.S. GAAP may have on our consolidated financial statements.

Conference call Q2 FY2027
Calin Rovinescu, Executive Chairman of the Board; Matthew Bromberg, CAE President and CEO; Ryan McLeod, Chief Financial Officer; and Andrew Arnovitz, Chief Strategy Officer will conduct an earnings conference call tomorrow at 8:00 a.m. ET. The call is intended for analysts and institutional investors. Participants can listen to the conference by dialing + 1-800-990-2777 (ID: 52563). The conference call will also be audio webcast live at www.cae.com.

Caution concerning limitations of summary earnings press release
This summary earnings press release contains limited information meant to assist the reader in assessing CAE’s performance, but it is not a suitable source of information for readers who are unfamiliar with CAE and is not in any way a substitute for the Company’s financial statements, notes to the financial statements, and MD&A reports. 

Caution concerning forward-looking statements
This press release includes forward-looking statements about our activities, events and developments that we expect to or anticipate may occur in the future including, for example, statements about our fiscal 2027 consolidated financial outlook, long-term transformation plan targets to fiscal 2030, transformation costs and savings, vision, strategies, market trends and outlook, future revenues, earnings, cash flow growth, profit trends, growth capital spending, expansions and new initiatives, including initiatives that pertain to sustainability matters, financial obligations, available liquidities, expected sales, general economic and political outlook, inflation trends, prospects and trends of an industry, expected annual recurring cost savings from operational excellence programs, the expected total expenses and annual recurring savings from our transformation plan, our management of the supply chain, estimated addressable markets, demands for CAE’s products and services, our access to capital resources, our financial position, the expected accretion in various financial metrics, the expected capital returns to shareholders, our business outlook, business opportunities, objectives, development, plans, growth strategies and other strategic priorities, our competitive and leadership position in our markets, the expansion of our market shares, CAE’s ability and preparedness to respond to demand for new technologies, the sustainability of our operations, the potential transition of the presentation of the Company’s financial statements to U.S. GAAP, including the anticipated timing and expected benefits thereof, the proposed sale of Flightscape to SITA (the “Transaction”), including the expected proceeds and use of proceeds, the anticipated timing of closing, the receipt of regulatory approvals, the anticipated benefits of the Transaction to CAE, including on its capital allocation and growth prospects, and other statements that are not historical facts.

Since forward-looking statements and information relate to future events or future performance and reflect current expectations or beliefs regarding future events, they are typically identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “likely”, “may”, “plan”, “seek”, “should”, “will”, “strategy”, “future” or the negative thereof or other variations thereon suggesting future outcomes or statements regarding an outlook. All such statements constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.

By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties associated with our business which may cause actual results in future periods to differ materially from results indicated in forward-looking statements. While these statements are based on management’s expectations and assumptions regarding historical trends, current conditions and expected future developments, as well as other factors that we believe are reasonable and appropriate in the circumstances, readers are cautioned not to place undue reliance on these forward-looking statements as there is a risk that they may not be accurate. The forward-looking statements contained in this press release describe our expectations as of November 11, 2026 and, accordingly, are subject to change after such date. Except as required by law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. The forward-looking information and statements contained in this press release are expressly qualified by this cautionary statement. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this press release. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. Except as otherwise indicated by CAE, forward-looking statements do not reflect the potential impact of any special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may occur after November 11, 2026. The financial impact of these transactions and special items can be complex and depends on the facts particular to each of them. We therefore cannot describe the expected impact in a meaningful way or in the same way we present known risks affecting our business. Forward-looking statements are presented in this press release for the purpose of assisting investors and others in understanding certain key elements of our expected fiscal 2027 financial results and in obtaining a better understanding of our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes.

Material assumptions
The forward-looking statements set out in this press release are based on certain assumptions including, without limitation: the prevailing market conditions, geopolitical instability including the ongoing military conflicts in the Middle East and the rapidly evolving trade and tariff environment, customer receptivity to our training and operational support solutions, the accuracy of our estimates of addressable markets and market opportunity, the realization of anticipated annual recurring cost savings and other intended benefits from restructuring initiatives, transformation plans or operational excellence programs, the ability to respond to anticipated inflationary pressures and our ability to pass along rising costs through increased prices, the actual impact to supply, production levels, and costs from global supply chain logistics challenges, the stability of foreign exchange rates, the ability to hedge exposures to fluctuations in interest rates and foreign exchange rates, the availability of borrowings to be drawn down under, and the utilization, of one or more of our senior credit agreements, our available liquidity from cash and cash equivalents, undrawn amounts on our revolving credit facility, the balance available under our receivable purchase facility, the assumption that our cash flows from operations and continued access to debt funding will be sufficient to meet financial requirements in the foreseeable future, access to expected capital resources within anticipated timeframes, no material financial, operational or competitive consequences from changes in regulations affecting our business, our ability to retain and attract new business, our ability to effectively execute on the opportunities identified as part of our transformation plan to simplify our structure, sharpen our focus and strengthen execution, the realization of the expected strategic, financial and other benefits of our multi-year transformation plan in the timeframe anticipated and at expected cost levels, the satisfaction of the closing conditions to the Transaction, including the receipt of required regulatory approvals, in a timely manner and on terms acceptable to CAE, the absence of material adjustments to the purchase price and the realization of the anticipated benefits of the Transaction. Air travel is a major driver for CAE’s business and management relies on analysis from the International Air Transport Association (IATA) to inform its assumptions about the rate and profile of growth in its key civil aviation market. Forward-looking statements relating to the transformation plan targets to fiscal 2030 are also based on the assumptions underlying management’s long-term targets disclosed as part of the transformation plan set out in CAE’s press release dated May 21, 2026, available on our website (www.cae.com), SEDAR+ (www.SEDARplus.ca) and EDGAR (www.sec.gov). Accordingly, the assumptions outlined in this press release and, consequently, the forward‑looking statements based on such assumptions, may turn out to be inaccurate. For additional information, including with respect to other assumptions underlying the forward-looking statements made in this press release, refer to Section 9 “Business risk and uncertainty” of our MD&A for the year ended March 31, 2026 available on our website (www.cae.com), SEDAR+ (www.SEDARplus.ca) and EDGAR (www.sec.gov).

Material risks
Important risks that could cause actual results or events to differ materially from those expressed in or implied by our forward-looking statements are set out in CAE’s MD&A for the fiscal year ended March 31, 2026 and MD&A for the three months ended September 30, 2026, available on our website (www.cae.com), SEDAR+ (www.SEDARplus.ca) and EDGAR (www.sec.gov). In addition, forward-looking statements relating to the transformation plan targets to fiscal 2030 are subject to the material risks and uncertainties underlying management’s long-term targets disclosed as part of the transformation plan set out in CAE’s press release dated May 21, 2026, available on our website (www.cae.com), SEDAR+ (www.SEDARplus.ca) and EDGAR (www.sec.gov). Readers are cautioned that any of the disclosed risks could have a material adverse effect on our forward-looking statements. We caution that the disclosed list of risk factors is not exhaustive and other factors could also adversely affect our results.

Non-IFRS and other financial measures
This press release includes non-IFRS financial measures, non-IFRS ratios, capital management measures and supplementary financial measures. These measures are not standardized financial measures prescribed under IFRS and therefore should not be confused with, or used as an alternative for, performance measures calculated according to IFRS. Furthermore, these measures should not be compared with similarly titled measures provided or used by other issuers. Management believes that these measures provide additional insight into our operating performance and trends and facilitate comparisons across reporting periods.

Certain non-IFRS and other financial measures are provided on a consolidated basis and separately for each of our segments (Civil Aviation and Defense and Security) since we analyze their results and performance separately.

Reconciliations and calculations of non-IFRS measures to the most directly comparable measures under IFRS are also set forth below in the section “Reconciliations and Calculations of this press release”. 

Changes to non-IFRS measures
As announced in May 2026, we revised the composition of certain non-IFRS measures in the first quarter of fiscal 2027:

Adjusted segment operating income was revised to exclude the amortization of acquisition-related intangible assets; andAdjusted net income was revised to exclude the amortization of acquisition-related intangible assets; which also impacts the determination of adjusted EPS.

In addition, we refined the measurement of simulator utilization rates, full-flight simulators (FFSs) in CAE’s network and Simulator equivalent unit (SEU), which are no longer adjusted for factors such as relocations, downtime or storage.

Comparative figures have been adjusted to conform to these changes.

Performance measures
Gross profit margin (or gross profit as a % of revenue)
Gross profit margin is a supplementary financial measure calculated by dividing our gross profit by revenue for a given period. We track it because we believe it provides an enhanced understanding of our operating performance and facilitates the comparison across reporting periods.

Operating income margin (or operating income as a % of revenue)
Operating income margin is a supplementary financial measure calculated by dividing our operating income by revenue for a given period. We track it because we believe it provides an enhanced understanding of our operating performance and facilitates the comparison across reporting periods.

Adjusted segment operating income or loss
Adjusted segment operating income or loss is a non-IFRS financial measure that gives us an indication of the profitability of each segment because it does not include the impact of any items not specifically related to the segment’s performance. We calculate adjusted segment operating income by taking operating income and adjusting for restructuring, integration and acquisition costs, amortization of acquisition-related intangible assets, and impairments and other gains and losses arising from significant strategic transactions or specific events. Impairments and other gains and losses arising from significant strategic transactions or specific events consist of the executive management transition costs (as described in Section 5.4 of the MD&A for the year ended March 31, 2026 and Section 5.6 of the MD&A for the year ended March 31, 2025), the gain on fair value remeasurement of SIMCOM (as described in Note 7 of our consolidated financial statements for the year ended March 31, 2025) and the shareholder matters (as described in Section 5.5 of the MD&A for the year ended March 31, 2025). We track adjusted segment operating income because we believe it provides an enhanced understanding of our operating performance and facilitates the comparison across reporting periods. Adjusted segment operating income on a consolidated basis is a total of segments measure since it is the profitability measure employed by management for making decisions about allocating resources to segments and assessing segment performance.

Adjusted segment operating income margin (or adjusted segment operating income as a % of revenue)
Adjusted segment operating income margin is a non-IFRS ratio calculated by dividing our adjusted segment operating income by revenue for a given period. We track it because we believe it provides an enhanced understanding of our operating performance and facilitates the comparison across reporting periods.

Adjusted effective tax rate
Adjusted effective tax rate is a supplementary financial measure that represents the effective tax rate on adjusted net income or loss. It is calculated by dividing our income tax expense by our earnings before income taxes, adjusting for the same items used to determine adjusted net income or loss. We track it because we believe it provides an enhanced understanding of the impact of changes in income tax rates and the mix of income on our operating performance and facilitates the comparison across reporting periods.

Adjusted net income or loss
Adjusted net income or loss is a non-IFRS financial measure we use as an alternate view of our operating results. We calculate it by taking our net income attributable to equity holders of the Company from continuing operations and adjusting for restructuring, integration and acquisition costs, amortization of acquisition-related intangible assets, and impairments and other gains and losses arising from significant strategic transactions or specific events, after tax, as well as significant one-time tax items. Impairments and other gains and losses arising from significant strategic transactions or specific events consist of the executive management transition costs (as described in Section 5.4 of the MD&A for the year ended March 31, 2026 and Section 5.6 of the MD&A for the year ended March 31, 2025), the gain on fair value remeasurement of SIMCOM (as described in Note 7 of our consolidated financial statements for the year ended March 31, 2025) and the shareholder matters (as described in Section 5.5 of the MD&A for the year ended March 31, 2025). We track adjusted net income because we believe it provides an enhanced understanding of our operating performance and facilitates the comparison across reporting periods.

Adjusted earnings or loss per share (EPS)
Adjusted earnings or loss per share is a non-IFRS ratio calculated by dividing adjusted net income or loss by the weighted average number of diluted shares. We track it because we believe it provides an enhanced understanding of our operating performance on a per share basis and facilitates the comparison across reporting periods.

EBITDA and Adjusted EBITDA
EBITDA is a non-IFRS financial measure which comprises net income or loss from continuing operations before income taxes, finance expense – net, depreciation and amortization. Adjusted EBITDA further adjusts for restructuring, integration and acquisition costs, and impairments and other gains and losses arising from significant strategic transactions or specific events. Impairments and other gains and losses arising from significant strategic transactions or specific events consist of the executive management transition costs (as described in Section 5.4 of the MD&A for the year ended March 31, 2026 and Section 5.6 of the MD&A for the year ended March 31, 2025), the gain on fair value remeasurement of SIMCOM (as described in Note 7 of our consolidated financial statements for the year ended March 31, 2025) and the shareholder matters (as described in Section 5.5 of the MD&A for the year ended March 31, 2025). We use EBITDA and adjusted EBITDA to evaluate our operating performance, by eliminating the impact of non-operational or non-cash items.

Free cash flow
Free cash flow is a non-IFRS financial measure that assesses our ability to generate cash from our ongoing operations after considering ongoing investments required for property, plant and equipment and intangible assets. It demonstrates our ability to generate cash to repay debt obligations, make strategic investments and return cash to shareholders through either dividends or share repurchases. We use it as an indicator of our financial strength and liquidity. We calculate it by taking the net cash generated by our continuing operating activities, subtracting property, plant and equipment expenditures, intangible assets expenditures and other investing activities and adding proceeds from the disposal of property, plant and equipment, dividends received from equity accounted investees and proceeds, net of payments, from equity accounted investees.

Cash conversion rate
Cash conversion rate is a non-IFRS ratio calculated by dividing free cash flow by adjusted net income. We use it to assess our performance in cash flow generation and as a basis for evaluating our capitalization structure.

Liquidity and capital structure measures
Invested capital
Invested capital is a non-IFRS financial measure we use to evaluate and monitor how much we are investing in our business:

For the Company as a whole, we take total assets (not including cash and cash equivalents), and subtract total liabilities (not including long-term debt and the current portion of long-term debt);For each segment, we take the total assets (not including cash and cash equivalents, tax accounts, employee benefits assets and other non-operating assets), and subtract total liabilities (not including tax accounts, long‑term debt and the current portion of long‑term debt, royalty obligations, employee benefit obligations and other non-operating liabilities).

Adjusted return on invested capital (ROIC)
Adjusted ROIC is a non-IFRS ratio calculated over a rolling four-quarter period by taking adjusted net operating income after tax, divided by the average invested capital from continuing operations. Adjusted net operating income after tax is calculated by taking adjusted net income and further adjusting for finance expense – net, after tax. We use adjusted ROIC to evaluate the profitability of our invested capital.

Net debt
Net debt is a capital management measure we use to monitor how much debt we have after taking into account cash and cash equivalents. We use it as an indicator of our overall financial position, and calculate it by taking our total long-term debt, including the current portion of long-term debt, and subtracting cash and cash equivalents.

Net debt-to-EBITDA and net debt-to-adjusted EBITDA
Net debt-to-EBITDA and net debt-to-adjusted EBITDA are non-IFRS ratios calculated as net debt divided by the last twelve months EBITDA (or adjusted EBITDA). We use net debt-to-EBITDA and net debt-to-adjusted EBITDA because they reflect our ability to service our debt obligations.

Growth measures
Adjusted order intake
Adjusted order intake is a supplementary financial measure that represents the expected value of orders we have received:

For the Civil Aviation segment, we consider an item part of our adjusted order intake when we have a legally binding commercial agreement with a client that includes enough detail about each party’s obligations to form the basis for a contract. Additionally, expected future revenues from customers under short-term and long-term training contracts are included when these customers commit to pay us training fees, or when we reasonably expect the revenue to be generated;For the Defense and Security segment, we consider an item part of our adjusted order intake when we have a legally binding commercial agreement with a client that includes enough detail about each party’s obligations to form the basis for a contract. Defense and Security contracts are usually executed over a long-term period but some of them must be renewed each year. For this segment, we only include a contract item in adjusted order intake when the customer has authorized the contract item and has received funding for it.

Adjusted backlog
Adjusted backlog is a supplementary financial measure that represents expected future revenues and includes obligated backlog, joint venture backlog and unfunded backlog and options:

Obligated backlog represents the value of our adjusted order intake not yet executed and is calculated by adding the adjusted order intake of the current period to the balance of the obligated backlog at the end of the previous fiscal year, subtracting the revenue recognized in the current period and adding or subtracting backlog adjustments. If the amount of an order already recognized in a previous fiscal year is modified, the backlog is revised through adjustments;Joint venture backlog is obligated backlog that represents the expected value of our share of orders that our joint ventures have received but have not yet executed. Joint venture backlog is determined on the same basis as obligated backlog described above, but excludes any portion of orders that have been directly subcontracted to a CAE subsidiary, which are already reflected in the determination of obligated backlog;Unfunded backlog represents legally binding Defense and Security orders with the U.S. government that we have received but have not yet executed and for which funding authorization has not yet been obtained. The uncertainty relates to the timing of the funding authorization, which is influenced by the government’s budget cycle, based on a September year-end. Options are included in adjusted backlog when there is a high probability of being exercised, which we define as at least 80% probable, but multi‑award indefinite-delivery/indefinite‑quantity (ID/IQ) contracts are excluded. When an option is exercised, it is considered adjusted order intake in that period, and it is removed from unfunded backlog and options.

Book-to-sales ratio
The book-to-sales ratio is a supplementary financial measure calculated by dividing adjusted order intake by revenue in a given period. We use it to monitor the level of future growth of the business over time.

Supplementary non-financial information definitions
Full-flight simulators (FFSs) in CAE’s network
A FFS is a full-size replica of a specific make, model and series of an aircraft cockpit, including a motion system. In our count of FFSs in the network, we generally only include FFSs that are of the highest fidelity and do not include any fixed based training devices, or other lower-level devices, as these are typically used in addition to FFSs in the same approved training programs.

Simulator equivalent unit (SEU)
SEU is a measure we use to show the total average number of FFSs available to generate earnings during the period. For example, in the case of a 50/50 flight training joint venture, we will report only 50% of the FFSs under this joint venture as a SEU.

Utilization rate
Utilization rate is a measure we use to assess the performance of our Civil simulator training network. While utilization rate does not perfectly correlate to revenue recognized, we track it, together with other measures, because we believe it is an indicator of our operating performance. We calculate it by taking the number of training hours sold on our simulators during the period divided by the practical training capacity available for the same period.

Forward-looking financial measures
Transformation run-rate savings
Transformation run-rate savings is a supplementary financial measure we use to show the targeted total cost savings from the activities and initiatives associated with our transformation plan and their anticipated contribution to adjusted segment operating income. We use it to track and measure the success of our transformation plan. 

Reconciliations and Calculations
Reconciliation of adjusted segment operating income

(amounts in millions)

 

Civil Aviation

Defense

and Security

Total

Three months ended September 30

2026

2025

2026

2025

2026

2025

Operating income

$

61.3

$

108.7

$

53.1

$

46.6

$

114.4

$

155.3

Restructuring, integration and acquisition costs

26.5

—

16.1

—

42.6

—

Amortization of acquisition-related intangible assets

16.1

15.4

6.2

6.0

22.3

21.4

Adjusted segment operating income

$

103.9

$

124.1

$

75.4

$

52.6

$

179.3

$

176.7

Reconciliation of adjusted net income and adjusted EPS

Three months ended
September 30

(amounts in millions, except per share amounts)

2026

2025

Net income attributable to equity holders of the Company

$

58.6

$

73.9

Restructuring, integration and acquisition costs, after tax

31.8

—

Amortization of acquisition-related intangible assets, after tax

17.0

16.3

Adjusted net income

$

107.4

$

90.2

Average number of shares outstanding (diluted)

321.3

322.2

Adjusted EPS

$

0.33

$

0.28

Calculation of adjusted effective tax rate

Three months ended

September 30

(amounts in millions, except effective tax rates)

2026

2025

Earnings before income taxes

$

69.8

$

98.4

Restructuring, integration and acquisition costs

42.6

—

Amortization of acquisition-related intangible assets

22.3

21.4

Adjusted earnings before income taxes

$

134.7

$

119.8

Income tax expense

$

9.1

$

22.3

Tax impact on restructuring, integration and acquisition costs

10.8

—

Tax impact on amortization of acquisition-related intangible assets

5.3

5.1

Adjusted income tax expense

$

25.2

$

27.4

Effective tax rate

%

13.0

%

22.7

Adjusted effective tax rate

%

18.7

%

22.9

Reconciliation of free cash flow

Three months ended
September 30

(amounts in millions)

2026

2025

Cash provided by operating activities*

$

170.4

$

186.1

Changes in non-cash working capital

45.1

27.9

Net cash provided by operating activities

$

215.5

$

214.0

Property, plant and equipment expenditures

(38.7)

(87.6)

Intangible assets expenditures

(10.2)

(20.0)

Proceeds from the disposal of property, plant and equipment

2.8

—

Net proceeds from (payments to) equity accounted investees

0.1

(5.0)

Dividends received from equity accounted investees

10.3

13.9

Other investing activities

0.1

(5.5)

Free cash flow

$

179.9

$

109.8

* before changes in non-cash working capital

Reconciliation of EBITDA, adjusted EBITDA, net debt-to-EBITDA and net debt-to-adjusted EBITDA

Last twelve months ended

September 30

(amounts in millions, except net debt-to-EBITDA ratios)

2026

2025

Operating income

$

524.4

$

791.6

Depreciation and amortization

474.6

444.5

EBITDA

$

999.0

$

1,236.1

Restructuring, integration and acquisition costs

175.3

—

Impairments and other gains and losses arising from

significant strategic transactions or specific events:

Executive management transition costs

—

22.3

Gain on fair value remeasurement of SIMCOM

—

(72.6)

Shareholder matters

—

10.6

Adjusted EBITDA

$

1,174.3

$

1,196.4

Net debt

$

2,534.6

$

3,186.5

Net debt-to-EBITDA

2.54

2.58

Net debt-to-adjusted EBITDA

2.16

2.66

Reconciliation of invested capital

As at September 30

As at March 31

(amounts in millions)

2026

2026

Current assets

$

2,156.5

$

2,265.2

Less: cash and cash equivalents

(570.5)

(552.4)

Current liabilities

(2,586.6)

(2,361.3)

Less: current portion of long-term debt

534.0

252.0

Non-cash working capital

$

(466.6)

$

(396.5)

Property, plant and equipment

3,001.3

2,993.0

Intangible assets

3,681.0

3,692.2

Other long-term assets

2,249.5

2,197.4

Other long-term liabilities

(411.1)

(416.2)

Invested capital

$

8,054.1

$

8,069.9

Calculation of adjusted ROIC

Last twelve months ended

September 30

(amounts in millions)

2026

2025

Adjusted net income

$

470.8

$

446.9

Finance expense – net, after tax

152.6

167.9

Adjusted net operating income, after tax

$

623.4

$

614.8

Average invested capital

$

8,126.5

$

8,073.5

Adjusted ROIC

%

7.7

%

7.6

For non-IFRS and other financial measures monitored by CAE, and a reconciliation of such measures to the most directly comparable measure under IFRS, please refer to Section 9 of CAE’s MD&A for the quarter ended September 30, 2026 (which is incorporated by reference into this press release) available on our website (www.cae.com), SEDAR+ (www.SEDARplus.ca) and EDGAR (www.sec.gov).

Consolidated Income Statement

(Unaudited)

Three months ended

September 30

Six months ended

September 30

(amounts in millions of Canadian dollars, except per share amounts)

2026

2025

2026

2025

Revenue

$

1,204.7

$

1,236.6

$

2,378.1

$

2,335.2

Cost of sales

864.8

917.3

1,695.3

1,707.6

Gross profit

$

339.9

$

319.3

$

682.8

$

627.6

Research and development expenses

33.0

37.0

73.3

73.7

Selling, general and administrative expenses

163.1

148.3

346.0

307.7

Other (gains) and losses

3.6

(5.4)

5.2

(5.4)

Share of after-tax profit of equity accounted investees

(16.8)

(15.9)

(33.8)

(37.5)

Restructuring, integration and acquisition costs

42.6

—

90.9

—

Operating income

$

114.4

$

155.3

$

201.2

$

289.1

Finance expense – net

44.6

56.9

90.1

111.5

Earnings before income taxes

$

69.8

$

98.4

$

111.1

$

177.6

Income tax expense

9.1

22.3

17.8

41.3

Net income

$

60.7

$

76.1

$

93.3

$

136.3

Attributable to:

Equity holders of the Company

$

58.6

$

73.9

$

89.6

$

131.1

Non-controlling interests

2.1

2.2

3.7

5.2

Earnings per share attributable to equity holders of the Company

Basic and diluted

$

0.18

$

0.23

$

0.28

$

0.41

Consolidated Statement of Comprehensive Income

(Unaudited)

Three months ended

September 30

Six months ended

September 30

(amounts in millions of Canadian dollars)

2026

2025

2026

2025

Net income

$

60.7

$

76.1

$

93.3

$

136.3

Items that may be reclassified to net income

Foreign currency exchange differences on translation of foreign operations

$

16.2

$

121.5

$

125.3

$

(97.3)

Net (loss) gain on hedges of net investment in foreign operations

(6.6)

(48.6)

(39.1)

64.3

Reclassification to income of gains on foreign currency exchange differences

—

(2.0)

—

(3.7)

Net (loss) gain on cash flow hedges

(2.3)

(12.2)

(12.2)

6.6

Reclassification to income of losses on cash flow hedges

4.1

6.2

9.0

4.9

Income taxes

(1.7)

2.0

(2.2)

(2.7)

$

9.7

$

66.9

$

80.8

$

(27.9)

Items that will never be reclassified to net income

Remeasurement of defined benefit pension plan obligations

$

29.9

$

27.3

$

55.8

$

54.0

Income taxes

(7.9)

(7.2)

(14.8)

(14.3)

$

22.0

$

20.1

$

41.0

$

39.7

Other comprehensive income

$

31.7

$

87.0

$

121.8

$

11.8

Total comprehensive income

$

92.4

$

163.1

$

215.1

$

148.1

Attributable to:

Equity holders of the Company

$

90.2

$

159.6

$

210.6

$

143.6

Non-controlling interests

2.2

3.5

4.5

4.5

Consolidated Statement of Financial Position

(Unaudited)

September 30

2026

March 31

2026

(amounts in millions of Canadian dollars)

Assets

Cash and cash equivalents

$

570.5

$

552.4

Accounts receivable

502.6

624.3

Contract assets

460.9

485.3

Inventories

449.8

454.8

Prepayments

93.1

77.2

Income taxes recoverable

72.8

61.5

Derivative financial assets

6.8

9.7

Total current assets

$

2,156.5

$

2,265.2

Property, plant and equipment

3,001.3

2,993.0

Right-of-use assets

697.2

743.4

Intangible assets

3,681.0

3,692.2

Investment in equity accounted investees

598.9

572.7

Employee benefits assets

90.6

44.5

Deferred tax assets

144.6

147.6

Derivative financial assets

0.5

0.6

Other non-current assets

717.7

688.6

Total assets

$

11,088.3

$

11,147.8

Liabilities and equity

Accounts payable and accrued liabilities

$

843.0

$

935.1

Provisions

60.0

42.8

Income taxes payable

18.4

20.0

Contract liabilities

1,093.5

1,086.9

Current portion of long-term debt

534.0

252.0

Derivative financial liabilities

37.7

24.5

Total current liabilities

$

2,586.6

$

2,361.3

Provisions

11.4

11.2

Long-term debt

2,571.1

2,982.2

Employee benefits obligations

103.4

106.1

Deferred tax liabilities

40.4

38.3

Derivative financial liabilities

23.0

14.6

Other non-current liabilities

232.9

246.0

Total liabilities

$

5,568.8

$

5,759.7

Equity

Share capital

$

2,397.2

$

2,382.2

Contributed surplus

95.2

96.8

Accumulated other comprehensive income

427.2

347.2

Retained earnings

2,524.2

2,478.6

Equity attributable to equity holders of the Company

$

5,443.8

$

5,304.8

Non-controlling interests

75.7

83.3

Total equity

$

5,519.5

$

5,388.1

Total liabilities and equity

$

11,088.3

$

11,147.8

Consolidated Statement of Changes in Equity

(Unaudited)

Attributable to equity holders of the Company

Six months ended September 30, 2026

Common shares

Accumulated other

(amounts in millions of Canadian dollars,

Number of

Stated

Contributed

comprehensive

Retained

Non-controlling

Total

except number of shares)

shares

value

surplus

income

earnings

Total

interests

equity

Balances as at March 31, 2026

321,734,387

$

2,382.2

$

96.8

$

347.2

$

2,478.6

$

5,304.8

$

83.3

$

5,388.1

Net income

—

$

—

$

—

$

—

$

89.6

$

89.6

$

3.7

$

93.3

Other comprehensive income

—

—

—

80.0

41.0

121.0

0.8

121.8

Total comprehensive income

—

$

—

$

—

$

80.0

$

130.6

$

210.6

$

4.5

$

215.1

Exercise of stock options

549,295

22.4

(5.0)

—

—

17.4

—

17.4

Settlement of equity-settled awards

500,351

15.1

(15.1)

—

—

—

—

—

Repurchase and cancellation of common shares

(3,016,140)

(22.5)

—

—

(85.0)

(107.5)

—

(107.5)

Equity-settled share-based payments expense, after tax

—

—

18.5

—

—

18.5

—

18.5

Transactions with non-controlling interests

—

—

—

—

—

—

(12.1)

(12.1)

Balances as at September 30, 2026

319,767,893

$

2,397.2

$

95.2

$

427.2

$

2,524.2

$

5,443.8

$

75.7

$

5,519.5

Attributable to equity holders of the Company

Six months ended September 30, 2025

Common shares

Accumulated other

(amounts in millions of Canadian dollars,

Number of

Stated

Contributed

comprehensive

Retained

Non-controlling

Total

except number of shares)

shares

value

surplus

income

earnings

Total

interests

equity

Balances as at March 31, 2025

320,265,108

$

2,327.1

$

69.8

$

381.8

$

2,112.8

$

4,891.5

$

84.5

$

4,976.0

Net income

—

$

—

$

—

$

—

$

131.1

$

131.1

$

5.2

$

136.3

Other comprehensive (loss) income

—

—

—

(27.2)

39.7

12.5

(0.7)

11.8

Total comprehensive (loss) income

—

$

—

$

—

$

(27.2)

$

170.8

$

143.6

$

4.5

$

148.1

Exercise of stock options

566,866

20.5

(3.8)

—

—

16.7

—

16.7

Settlement of equity-settled awards

817

—

—

—

—

—

—

—

Repurchase and cancellation of common shares

(61,900)

(0.5)

—

—

(1.8)

(2.3)

—

(2.3)

Equity-settled share-based payments expense, after tax

—

—

29.2

—

—

29.2

—

29.2

Transactions with non-controlling interests

—

—

—

—

—

—

(7.7)

(7.7)

Balances as at September 30, 2025

320,770,891

$

2,347.1

$

95.2

$

354.6

$

2,281.8

$

5,078.7

$

81.3

$

5,160.0

Consolidated Statement of Cash Flows

(Unaudited)

Six months ended
September 30

(amounts in millions of Canadian dollars)

2026

2025

Operating activities

Net income

$

93.3

$

136.3

Adjustments for:

Depreciation and amortization

242.2

227.7

Impairment of non-financial assets – net

28.9

(1.2)

Share of after-tax profit of equity accounted investees

(33.8)

(37.5)

Deferred income taxes

(13.3)

21.8

Investment tax credits

(17.9)

(10.2)

Equity-settled share-based payments expense

19.4

26.0

Defined benefit pension plans

6.8

9.9

Derivative financial assets and liabilities – net

3.5

4.3

Other

(2.6)

(1.8)

Changes in non-cash working capital

64.1

(176.6)

Net cash provided by operating activities

$

390.6

$

198.7

Investing activities

Property, plant and equipment expenditures

$

(90.4)

$

(194.5)

Proceeds from disposal of property, plant and equipment

2.8

5.1

Intangible assets expenditures

(19.0)

(42.4)

Net payments to equity accounted investees

(5.4)

(18.1)

Dividends received from equity accounted investees

17.4

34.0

Other

(12.1)

(8.9)

Net cash used in investing activities

$

(106.7)

$

(224.8)

Financing activities

Net proceeds from borrowing under revolving credit facilities

$

—

$

70.4

Proceeds from long-term debt

—

82.5

Repayment of long-term debt

(134.5)

(220.6)

Repayment of lease liabilities

(43.7)

(33.5)

Net proceeds from the issuance of common shares

17.4

16.7

Repurchase and cancellation of common shares

(106.1)

(2.3)

Other

(2.2)

(1.3)

Net cash used in financing activities

$

(269.1)

$

(88.1)

Effect of foreign currency exchange differences on cash and cash equivalents

$

3.3

$

(0.8)

Net increase (decrease) in cash and cash equivalents

$

18.1

$

(115.0)

Cash and cash equivalents, beginning of period

552.4

293.7

Cash and cash equivalents, end of period

$

570.5

$

178.7

About CAE

At CAE, we exist to make the world safer. We deliver cutting-edge training, simulation, and critical operations solutions to prepare aviation professionals and defence forces for the moments that matter. Every day, we empower pilots, cabin crew, maintenance technicians, airlines, business aviation operators, and defence and security personnel to perform at their best and when the stakes are the highest. Around the globe, we’re everywhere customers need us to be with sites and training locations in over 40 countries. For nearly 80 years, CAE has been at the forefront of innovation, consistently seeking to set the standard by delivering excellence in high-fidelity flight simulators and training solutions, while embedding sustainability at the heart of everything we do. By harnessing technology and enhancing human performance, we strive to be the trusted partner in advancing safety and mission readiness – today and tomorrow.

CAE Contacts:

Media Relations:
Samantha Golinski, Senior Vice President, Communications
+1-438-805-5856, samantha.golinski@cae.com 

Investor Relations:
Andrew Arnovitz, Chief Strategy Officer
+1-514-734-5760, andrew.arnovitz@cae.com

View original content:https://www.prnewswire.com/news-releases/cae-reports-second-quarter-fiscal-2027-results-302936965.html

SOURCE CAE Inc.

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